White & Case advises joint liquidators of Tsinghua UNIC on landmark US$2 billion cross-border bond restructuring

Global law firm White & Case LLP has advised the Joint Liquidators of Tsinghua Unic Limited (In Liquidation) (Tsinghua UNIC) on the successful restructuring of Tsinghua UNIC's three series of total US$2 billion guaranteed bonds (guaranteed by its PRC incorporated parent, Tsinghua Unigroup Co., Ltd. ("TUC")).

Trading of the bonds was suspended in November 2020 after TUC encountered liquidity problems, and TUC entered PRC reorganization proceedings shortly afterwards, with a plan sanctioned by the Beijing court in January 2022. However, as a matter of English and BVI law, that PRC process (in which the Trustee had participated only in respect of TUC's guarantee liability) did not discharge Tsinghua UNIC's own primary obligations as Issuer. Tsinghua UNIC was placed into liquidation in the BVI in March 2023, on the Trustee's application, with Edward Middleton, Tiffany Wong and Wesley Edwards of Alvarez & Marsal appointed as Joint Liquidators.

At the request of TUC, the joint liquidators proposed a Scheme of Arrangement under the BVI Business Companies Act, offering Scheme Creditors a base cash recovery of 92% of outstanding bond principal, with Eligible Consenting Creditors also receiving a 2% Consent Fee, together delivering a blended cash recovery of 94%, paid in exchange for the release of all claims against Tsinghua UNIC and TUC. The scheme offered Scheme Creditors an immediate cash recovery in place of continuing to await deferred, RMB-denominated payments from TUC over a further four-year period under the PRC reorganization plan. It is notable that the Scheme was brought at the request of TUC by the Joint Liquidators of an insolvent company already in liquidation, rather than being used (as is more typical) to restructure an insolvent company's balance sheet in order to avoid liquidation.

A total of 469 Scheme Creditors participated in the Scheme Meeting, with 100 percent voting in favor.

On 30 July 2026, Tsinghua UNIC (acting by the joint liquidators) announced that all restructuring conditions had been satisfied or waived and that the Restructuring Effective Date had occurred. Following the Restructuring Effective Date, all claims of Scheme Creditors against Tsinghua UNIC and TUC in connection with the guaranteed bonds were released and discharged in full, and each series of guaranteed bonds was cancelled.

Having discharged the Company’s obligations under the guaranteed bonds (including through funding the Restructuring Consideration), TUC now steps into the shoes of the Trustee and the holders of the guaranteed bonds by way of a subrogated claim in respect of the liquidation of Tsinghua UNIC.

The White & Case team in Hong Kong advising the joint liquidators was led by partner Sophie Lyall and associate Anthony KT Chan, with support from partner Jessica Zhou and associate Paul Qu.

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